David Lubner
About David C. Lubner
David C. Lubner (age 61) has served as an independent director of CARGO Therapeutics (CRGX) since July 2023. He is a former public-company CFO and a former CPA in Massachusetts, with a B.S. in Business Administration from Northeastern University and an M.S. in Taxation from Bentley University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ra Pharmaceuticals, Inc. | EVP & Chief Financial Officer | Jan 2016 – Jun 2020 (acquired by UCB S.A. Apr 2020) | Led finance through sale to UCB |
| Tetraphase Pharmaceuticals, Inc. | Chief Financial Officer | 2006 – 2016 | Senior finance leadership at biotech |
| PharMetrics Inc. | Chief Financial Officer | 1999 – 2005 (acquired by IMS Health) | CFO through sale to IMS Health |
| ProScript, Inc. | VP & Chief Financial Officer | 1996 – 1999 | Senior finance role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arcellx, Inc. | Director | Current | Public biotech board service |
| Dyne Therapeutics, Inc. | Director | Current | Public biotech board service |
| Vor Biopharma, Inc. | Director | Current | Public biotech board service |
| Nightstar Therapeutics plc | Director | Prior, through acquisition (Jun 2019) | Acquired by Biogen Inc. |
| Therapeutics Acquisition Corp. | Director | Prior | SPAC sponsored by RA Capital |
| Gemini Therapeutics, Inc. | Director | Prior | Prior public board service |
| Point Biopharma, Inc. | Director | 2021 – Dec 2023 | Acquired by Eli Lilly & Co. Dec 2023 |
Board Governance
- Independence: The Board determined Lubner is independent under Nasdaq rules; six of seven directors were independent post-2025 annual meeting .
- Committees: Audit Committee (Chair); Compensation Committee (member). The Board designated Lubner as the audit committee financial expert; all audit members meet heightened SEC/Nasdaq independence .
- Attendance: In 2024, the Board met nine times; Audit four; Compensation six; Nominating two; R&D four. Each Board member attended at least 75% of Board/committee meetings (as applicable) .
- Election results (signal of investor support): Re-elected Class II director on June 18, 2025; Votes For 31,171,187; Withheld 794,024; Broker non-votes 7,886,769 .
- Leadership: Board chaired by John Orwin; independent directors hold regular executive sessions .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Non-employee director annual cash retainer | 40,000 | Paid quarterly |
| Audit Committee Chair fee | 15,000 | Annual |
| Compensation Committee member fee | 5,000 | Annual for non-chair |
| Total cash fees (Lubner) | 60,000 | Reported in director compensation table |
Program mechanics:
- No meeting fees; Board Chair retainer is separate (Lubner is not Board Chair) .
- Cash paid quarterly; independence maintained (no employee directors) .
Performance Compensation
| Equity Award Type | Grant Mechanics | Vesting | 2024 Grants/Value | Notes |
|---|---|---|---|---|
| Initial Option Grant | 50,000 shares; capped at $800,000 grant-date fair value | 1/36 monthly over 3 years | N/A for 2024; initial grants apply upon board entry under program | Applies to non-employee directors |
| Annual Option Grant | 25,000 shares; capped at $400,000 fair value | Vests in full by next annual meeting or 1-year anniversary | Option Awards value (Lubner): $331,524 (grant-date fair value) | 2024 director table value per FASB ASC 718 |
| Change in Control | Full vesting of all outstanding director equity | Immediate upon CoC | Policy term | CoC vesting feature |
Shares/overhang:
- Lubner held options on 76,379 shares as of 12/31/2024 (outstanding option awards count) .
- Director program uses options (not RSUs/PSUs); no performance metric linkage for director equity disclosed .
Other Directorships & Interlocks
| Company | Relationship to CRGX | Interlock/Conflict Assessment |
|---|---|---|
| Arcellx, Inc.; Dyne Therapeutics, Inc.; Vor Biopharma, Inc. | External public boards | No CRGX related-party transactions disclosed involving Lubner or these entities; audit committee reviews and approves related party transactions . |
No shared directorships with CRGX major financing counterparties in disclosed related party transactions; those were principally venture holders (Samsara, Red Tree, Perceptive, Third Rock, RTW, etc.) .
Expertise & Qualifications
- Audit committee financial expert with requisite financial sophistication under SEC/Nasdaq standards; Chair of Audit Committee .
- Deep CFO experience across public biopharma; M.S. in Taxation; former CPA (MA), strengthening oversight of controls, reporting, and auditor independence .
- Independent status affirmed; no family relationships with executives/directors .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (total) | 49,602 shares | All via options exercisable within 60 days of April 15, 2025; <1% of outstanding |
| Options exercisable within 60 days | 49,602 shares | Included in beneficial ownership |
| Shares underlying outstanding options (12/31/2024) | 76,379 shares | As disclosed in director awards table |
| Ownership % of outstanding shares | <1% | Based on 46,110,228 shares outstanding |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy | Includes prohibitions on derivatives, hedging, margin, and pledging |
Stock ownership guidelines for directors: Not disclosed in the proxy; no compliance status provided .
Governance Assessment
- Board effectiveness: Lubner’s audit chair role, audit expert designation, and independence strengthen financial oversight and related-party scrutiny; attendance threshold met; shareholder support in 2025 re-election vote was strong (only ~0.8M withheld vs 31.2M for) .
- Alignment and incentives: Director pay skews to equity via options ($331.5k grant-date value in 2024) with modest cash ($60k), promoting longer-term alignment; full CoC vesting is standard but watch dilution from “evergreen” plans (2023 Plan increased by 2,302,126 shares on Jan 1, 2025) .
- Conflicts/related-party exposure: No Lubner-specific related-party transactions disclosed; audit committee controls and pre-approval processes are robust; independent compensation consultant (Alpine Rewards) for executive pay; consultant independence attested (reduces committee conflict risk) .
- RED FLAGS: None disclosed involving Lubner. Company-wide prohibitions on hedging/pledging mitigate alignment risks; as an EGC, no say-on-pay vote is required, limiting shareholder feedback on pay structure .
Net take: Lubner’s financial expertise and audit leadership are positives for investor confidence; pay mix is equity-heavy with standard director options; lack of related-party ties and strong re-election support reduce governance risk signals. Continuous monitoring recommended for any interlocks involving Arcellx/Dyne/Vor and potential future transactions, and for evergreen dilution impacts .